THE STOCKHOLDERS' AGREEMENT INDEMNITY Sample Clauses

THE STOCKHOLDERS' AGREEMENT INDEMNITY. (a) Subject to the limitations set forth in this Section 2.2, each Stockholder hereby agrees to indemnify, defend and hold harmless AAI and its subsidiaries (including KCAS after the Closing) and their directors, officers, employees and agents (together, the "Indemnified Buyer Parties") from and against all demands, claims, actions, losses, damages, liabilities, penalties, taxes, costs and expenses (including, without limitation, attorneys' fees, settlement costs, arbitration costs and any reasonable legal and other expenses for investigating or defending any action or threatened action) asserted against or incurred by any of the Indemnified Buyer Parties arising out of or in connection with or resulting from (i) a misrepresentation, breach, or nonfulfillment of any covenant, agreement, representation or warranty of KCAS contained in the Merger Agreement or in any agreement or instrument executed and delivered by KCAS on or prior to Closing pursuant to the Merger Agreement, (ii) state sales or use taxes that may be owed by KCAS for transactions occurring prior to November 1, 1997, (iii) the employment discrimination claim identified in Schedules 5.5 and 5.16(a) to the Merger Agreement, (iv) the potential environmental remediation identified in Schedule 5.21(d) to the Merger Agreement and (v) the threatened litigation identified in Schedule 5.16 to the Merger Agreement (collectively, "Buyer's Damages"). For all purposes hereunder, the amount of Buyer's Damages shall be computed net of the present value of any income tax benefit actually resulting therefrom to AAI and the present value of any proceeds actually paid to KCAS or AAI under any insurance coverage with respect thereto obtained by KCAS prior to the date hereof that reduces Buyer's Damages that would otherwise be sustained. (b) Each Stockholder shall be obligated to indemnify the Indemnified Buyer Parties only for those Buyer's Damages as to which such Stockholder has received notice within twenty-four months after the Closing Date. (c) The Indemnified Buyer Parties shall be entitled to recover under this Section 2.2 for Buyer's Damages to the extent the cumulative amount of all Buyer's Damages exceeds the sum (such sum being referred to as the "Basket") of (i) fifty thousand dollars ($ 50,000) plus (ii) the difference between the maximum aggregate amount of profit sharing and matching contributions permitted to be made after the date of the Merger Agreement by the Company to the Profit Sharing Plan...
Sample 1
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Related to THE STOCKHOLDERS' AGREEMENT INDEMNITY

  • Shareholders Agreement For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • Securityholders Agreement The term "Securityholders Agreement" shall mean the Securityholders Agreement dated as of the Closing Date, among Dairy Holdings, Vestar, the Management Investors, and the other securityholders a party thereto, as it may be amended or supplemented thereafter from time to time.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Selected Dealers Agreements (a) The Distributor shall have the right to enter into selected dealer agreements with Selected Dealers for the sale of Shares. In making agreements with Selected Dealers, the Distributor shall act only as principal and not as agent for a Fund. Shares sold to Selected Dealers shall be for resale by such dealers only at the public offering price set forth in the Prospectus. With respect to Class A Shares, in such agreement the Distributor shall have the right to fix the portion of the applicable front-end sales charge which may be allocated to the Selected Dealers. (b) Within the United States, the Distributor shall offer and sell Shares only to Selected Dealers that are members in good standing of the NASD. (c) The Distributor shall adopt and follow procedures, as approved by each Fund, for the confirmation of sales of its Shares to investors and Selected Dealers, the collection of amounts payable by investors and Selected Dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASD, as such requirements may from time to time exist.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Tax Matters Agreement If the Contributor (1) owns, directly or indirectly, an interest in any Contributed Property specified in the Tax Matters Agreement or (2) has any members that have been provided an opportunity to guarantee debt as set forth in the Tax Matters Agreement, the REIT and the Operating Partnership shall have entered into the Tax Matters Agreement substantially in the form attached as Exhibit D, if applicable.

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements"), pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

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